SenesTech, Inc. (NASDAQ:SNES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SenesTech, Inc. (NASDAQ:SNES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On June 12, 2018, the stockholders of SenesTech, Inc. (the “Company”) approved the SenesTech, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) at the annual meeting of stockholders (the “Annual Meeting”). The 2018 Plan was previously adopted by the Board of Directors (the “Board”), upon recommendation by the Compensation Committee (the “Committee”), subject to stockholder approval at the Annual Meeting. The 2018 Plan replaces the SenesTech, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), and no new awards will be granted under the 2015 Plan.

The 2018 Plan authorizes the issuance of 1,000,000 shares of our common stock. In addition, up to 2,874,280 shares of our common stock currently reserved for issuance under the 2015 Plan will become available for issuance under the 2018 Plan to the extent such shares remain available for issuance under the 2015 Plan on the effective date of the 2018 Plan or cease to be subject to awards outstanding under the 2015 Plan, such as by expiration, cancellation, or forfeiture of such awards.

The Committee will administer the 2018 Plan. Under the terms of the 2018 Plan, the Committee has the authority to, among other things, construe and interpret the 2018 Plan and all awards granted or agreements executed under it, determine who will be granted awards, when and how each award will be granted, what type of award will be granted, the provisions of each award, the number of shares subject to an award and the fair market value applicable to each award. Under the 2018 Plan, the Committee may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards to employees, officers, directors and consultants.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the 2018 Plan, attached as Annex A to the Company’s definitive Proxy Statement on Schedule 14A filed with the SEC on April 30, 2018, and incorporated herein by reference.

Item 5.02 Submission of Matters to a Vote of Security Holders.

(a) The Company held the Annual Meeting on Tuesday, June 12, 2018, in Flagstaff, Arizona.

(b) At the Annual Meeting, stockholders representing 12,948,278 shares, or 78.29% of the outstanding shares as of the April 17, 2018 record date, were present in person or were represented at the meeting by proxy. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal 1: Election of Directors

Dr. Jamie Bechtel and Delphine François Chiavarini were elected as Class II directors, each to serve for a three-year term until the annual meeting of stockholders to be held in 2021 and until her successor is duly elected and qualified. The voting results are set forth below:

Nominee For Withheld Broker Non-Votes
Jamie Bechtel 3,403,113 888,595 8,656,570
Delphine François Chiavarini 4,178,951 112,757 8,656,570

Proposal 2: Approval of the SenesTech, Inc. 2018 Equity Incentive Plan

The proposal to approve the 2018 Plan was approved, and the voting results are set forth below:

For Against Abstain Broker Non-Votes
2,792,786 1,348,701 150,221 8,656,570

Proposal 3: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock, $0.001 par value per share, by a ratio of not less than one-for-two shares and not more than one-for-five shares at any time prior to the date of the Company’s 2019 Annual Meeting of Stockholders, with the exact ratio to be set at a whole number within this range by the board of directors of the Company in its sole discretion

The proposal to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation was approved, and the voting results are set forth below:

For Against Abstain
8,538,306 3,469,224 940,748

Proposal 4: Ratification of the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018

The proposal to ratify the appointment of M&K CPAs, PLLC was approved, and the voting results are set forth below:

For Against Abstain
12,766,328 70,282 111,668


About SenesTech, Inc. (NASDAQ:SNES)

SenesTech, Inc. is a platform biotechnology company. The Company is engaged in developing a technology for managing animal pest populations through fertility control. Its approach is designed to manage food security and manage infrastructure damage, disease outbreaks, environmental contamination and other costs associated with rodent infestations. Its fertility control product candidate, ContraPest, will be marketed for use in controlling rat populations. ContraPest targets the reproductive capabilities of rodents by inducing the gradual loss of eggs in female rodents and disruption of sperm in male rodents, resulting in contraception that can progress to sterility in both females and males. The Company applies its technology to manage rats in urban and agricultural settings. It has a pipeline of fertility control and animal health products, which include ContraPest, Plant-based fertility control, Feral animal fertility control, Boar taint, and Non-Surgical Spay and Neutering.

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